Meeting of Nonprofit Board of Directors

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Clarifying staff roles with the Board of Directors

Whether your organization has a large formal or small friend-based Board of Directors, most Executive Directors struggle with the role their staff should play with the Board.

 Your Board may have asked to see more of the staff, or your staff demands frequent Board contact, but you are unclear on the best way to honor their request.

There is no one ‘right’ answer.

But there are questions you can ask and the consequences to consider when thinking about staff and Board interactions.

Today’s episode will explore the considerations behind staff attendance at Board of Director meetings.

You can hear the full episode and read the transcript at RelishYourRole.com/28

Factors to Consider for Agency Staff and Board of Director Interaction. 

Your focus should be keeping the Board operating at the strategic level and leaving the day-to-day operations to the staff.

Many Executive Directors feel that board-staff contact undermines their authority and creates the potential for staff to give misleading or undermining information to the Board.

Some Executive Directors worry that Board members will give inappropriate information to staff. Discussing personnel issues, a financial problem, or potential raises cuts are prime examples.

Keeping both the staff and Board in their respective lanes takes work, but it can be done with attention and intentional communication.

According to Nonprofit Pro one of the biggest differences between nonprofit board meetings among organizations of varying sizes and missions is how and if staff are involved.

Three options for agency staff attendance at Board meetings

1.Only the Executive Director attends Board meetings

When the Executive Director is the only staff present and in an observer role, an ‘us-and-them’ scenario is created.

The Board makes decisions, and the staff are expected to follow.  The Executive Director has limited input in the process.

While it is rare, there are Boards which operate in a vacuum and do not make use of the insights an Executive Director can offer.

In many cases, the Board only hears from the Executive Director, no other staff attend their meetings, nor are assigned to support Board subcommittees.

When the Executive Director is the sole representative of the organization, there are no checks and balances in place to ensure that full and accurate information is being presented to the Board of Directors.

This model can lead to Board suspicion that the Executive is trying to keep information from them as well as staff resentment over having no contact with the Board.

2.Staff attends Board meetings but do not speak

We have all attended meetings like this; the staff sit silently along the wall while the Board conducts the meeting. It creates the vibe of having The Grown-Ups and The Kids’ Table.

Not only is the Board making decisions without full information, but the staff feel undervalued.

A consequence of this approach is a deterioration in employee morale.

3.Staff attends and participates in Board meetings

By including staff as advisors at Board meetings, the Board surrounds themselves with subject-matter experts who can help them make well-informed decisions. 

 Staff attend and participate whenever the Board needs their knowledge or skills.

If the Board will be discussing a new community outreach effort, it is smart to bring in the staff member who will be leading that effort.

When discussing the investment policy, it makes sense to bring in the finance director.

Benefits of including staff in Board meetings

It is a chance for staff to demonstrate their knowledge.

Allows staff to improve their presentation and public speaking skills.

Provides a way to highlight staff who are growing into leaders or who have accomplished something on behalf of the organization.

It deepens the Board members knowledge of the work and staff of the organization.

Guidance for considering staff attendance at Board meetings

1.Remember who is the boss

It is important to remember all staff (including the Executive Director) are not voting members of the Board. Both the Executive Director and staff should be used as Board advisors.

The Executive Director is the only employee of the Board of Directors and the rest of the staff works for the Executive Director.

Because of the different roles it is very important to continually set expectations about channels of communication between Board and the staff.

2. Staff should assist the Board in their governance role.

Your Board should know, respect, and value your staff which is accomplished though repeated exposure.

Staff can provide in depth knowledge about agency operations which is useful for Board deliberations.

3. Staff need to respect boundaries

Staff should play the role of advisor, providing technical knowledge to the Board.  If they are staffing Board subcommittees, they should not be placed in the role of taking minutes (which is a Board responsibility) or taking on Board tasks.

4.      The Executive Director should always be informed of staff Board interaction

Board members can request information and reports from staff (such as another copy of the budget or last month’s client statistics report).

Board members should never direct staff work by asking for reports that are not already prepared or asking them to perform tasks without the Executive Director’s knowledge and approval.

As the Executive Director you want the Board to be fully informed when they make decisions. This can often only occur when they hear from the staff who has direct knowledge of the issue.

Presenting to and working with the Board provides staff with leadership opportunities.

As with so many other relational aspects of nonprofit leadership, it takes thoughtful consideration of how you want your staff to interact with the Board and vice versa.  When done well, the staff /board relationship is respectful and productive.


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